ARKO Corp. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Other Non-current Liabilities

Other Non-current Liabilities

12 Months Ended

Dec. 31, 2023

Other Liabilities, Noncurrent [Abstract]

Other Non-current Liabilities

11. Other Non-current Liabilities

The components of other non-current liabilities were as follows:


	As of December 31,
	2023		2022
	(in thousands)
Environmental liabilities	$	9,315	$	8,639
Deferred vendor income		28,860		26,715
Liabilities resulting from Additional and Contingent Consideration		3,514		7,256
Deferred payments related to acquisitions (see Note 4)		24,056		—
Public Warrants		16,316		25,894
Private Warrants		2,450		4,515
Additional Deferred Shares		1,326		1,436
Financial liabilities		172,398		96,864
Other non-current liabilities		8,367		7,626
Total other non-current liabilities	$	266,602	$	178,945

Public and Private Warrants

As of December 31, 2023, there were 17.3 million warrants to purchase common stock outstanding for an exercise price of $11.50 per share, consisting of approximately 14.8 million public warrants (the “Public Warrants”) and approximately 2.5 million private warrants (the “Private Warrants”). Prior to the merger with Haymaker Acquisition Corp. II (“Haymaker”) on December 22, 2020, the warrants were for the purchase of the common stock of Haymaker. The warrants will expire five years after December 22, 2020, or earlier upon redemption or liquidation.

The Company may redeem not less than all of the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

•

if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalization and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption as described above, the Company’s management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.”

The Private Warrants will not be redeemable by the Company so long as they are held by certain of the Haymaker Founders (as defined in Note 17 below) or their permitted transferees. Otherwise, the Private Warrants have terms and provisions that are substantially identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Warrants are held by holders other than certain of the Haymaker Founders or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

Financial Liabilities

The non-current portion of financial liabilities is related to off-market sale-leaseback transactions with Oak Street related to the 2023 Acquisitions of TEG and WTG, the 2022 Acquisitions of Quarles and Pride, and a failed sale-leaseback transaction related to the 2021 ExpressStop Acquisition, as further described in Note 4 above.